COUNTRYWIDE INVESTMENT TRUST
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AMENDMENT TO RESTATED AGREEMENT AND DECLARATION OF TRUST
WHEREAS, the undersigned, being a majority of the Trustees of Countrywide
Investment Trust, a Massachusetts business trust (the "Trust"), acting
pursuant to Section 4.1 and 4.2 of Article IV of the Restated Agreement and
Declaration of Trust dated August 26, 1993 as the same may be amended from
time to time, have determined to change the name of the Trust, change the
name of one series of the Trust, to establish a new series of the Trust,
the "High Yield Fund" and to divide the shares of its "High Yield Fund" and
"Intermediate Term Government Income Fund" series into two sub-series or
classes of Shares (each a "Class" and collectively, the
"Classes"), effective as of April 6, 2000;
NOW THEREFORE, BE IT RESOLVED, that the name of Countrywide Investment
Trust be changed to "Touchstone Investment Trust"; and
FURTHER RESOLVED, that the name of the Intermediate Bond Fund series of the
Trust be changed to "Bond Fund"; and
FURTHER RESOLVED, that the Trust's Restated Agreement and Declaration of
Trust and other Trust documents and records, as necessary or appropriate,
be amended, as of May 1, 2000 to reflect the change in name of the Trust;
and the Intermediate Bond Fund; and
FURTHER RESOLVED, that a new series of shares of the Trust be and it hereby
is established and that such new series be, and it hereby is, designated as
the "High Yield Fund"; and
FURTHER RESOLVED, that the relative rights and preferences of the High
Yield Fund shall be those rights and preferences set forth in Section 4.2
of the Restated Agreement and Declaration of Trust of Countrywide
Investment Trust;
FURTHER RESOLVED, that each of the High Yield Fund and the Intermediate
Term Government Income Fund's shares be divided into two sub-series or
classes of Shares (each a "Class" and collectively, the "Classes"), as
follows:
1. The two Classes are designated "Class A Shares" and "Class C
Shares."
2. Class A Shares and Class C Shares shall be entitled to all the
rights and preferences accorded to Shares under the Restated Agreement and
Declaration of Trust.
3. The number of Shares allocated to each Class shall be unlimited.
4. The purchase price, sales charges, distribution and shareholder
services of Class A Shares and Class C Shares, the method of determination
of the net asset value of Class A Shares and Class C Shares, the price,
terms and manner of redemption of Class A Shares and Class C Shares, any
conversion or exchange feature or privilege, purchase minimums and investor
eligibility, the exclusive voting rights, the expenses to be borne by each
Class, and the relative dividend rights, rights of the holders of Class A
Shares and Class C Shares, and any other special rights or preferences of
any Class shall be as established by the Trustees of the Trust in
accordance with the Restated Agreement and Declaration of Trust and set
forth in the Plan adopted pursuant to Rule 18f-3 of the Investment Company
Act of 1940 (the "1940 Act") and as further described in the current
prospectuses and statement of additional information of the Trust relating
to the High Yield Fund and the Intermediate Term Government Income Fund, as
amended from time to time, contained in the Trust's registration statement
under the Securities Act of 1933, as amended.
5. The designation of Class A and Class C Shares shall not impair
the power of the Trustees from time to time to designate additional
sub-series or classes of Shares of the Trust.
6. Subject to the applicable provisions of the 1940 Act, the
Trustees may from time to time modify the preferences, voting powers,
rights and privileges of any of the Classes designated hereby or
re-designate any of the Classes designated hereby without any action or
consent of the Shareholders.
FURTHER RESOLVED, that the officers of the Trust be, and they hereby are,
authorized and empowered to take any and all actions and to execute any and
all documents and instruments, which they or any one of them in his sole
discretion deem necessary, appropriate or desirable to implement the
foregoing resolutions.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees, have
hereunto set their hand as of the 6th day of April 2000.
This Amendment may be executed in one or more counterparts.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx, Xx.
/s/ Xxxxxxx X. Xxx /s/ Xxxxxx X. Xxxxxxxxx
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/s/ H. Xxxxxx Xxxxxx /s/ Xxxxxx X. Xxxxx, Xx.
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H. Xxxxxx Xxxxxx Xxxxxx X. Xxxxx, Xx.
/s/ Xxxx X. XxXxxxxx
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